Common use of Litigation; Regulatory Action Clause in Contracts

Litigation; Regulatory Action. (a) No litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge of the Company, no such litigation, claim, suit, investigation or other proceeding has been threatened and there are no facts which could reasonably give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the Office of the Comptroller of the Currency (the “OCC”), and the Federal Deposit Insurance Corporation (the “FDIC”)) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has the Company or any of its Subsidiaries been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 2004, a recipient of any supervisory letter from, or since January 1, 2004, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries, has been advised by a Governmental Authority that it will issue, or is aware of any facts which could give rise to the issuance by any Governmental Authority or is aware that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) No Except as set forth in the Company SEC Documents filed or furnished prior to the date of this Agreement (excluding any disclosures set forth in any “risk factor” section thereof) or as set forth on Schedule 3.11 of the Company Disclosure Letter, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency Governmental Authority or arbitrator is pending against the Company or any of its Subsidiaries (or, to the Knowledge of the Company, any of the current or former directors or executive officers of the Company and its Subsidiaries, to the extent related to or affecting the business of the Company or any of its Subsidiaries), and, to the knowledge Knowledge of the Company, no such litigation, claim, suit, investigation or other proceeding has been threatened and there are no facts which could that are reasonably apparent that would reasonably be expected to give rise to such any litigation, claim, suit, investigation or other proceedingproceeding that would result in a Company Material Adverse Effect. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any cease-and-desist or other order or enforcement action, assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement with, or a 9 commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the Office of FDIC, the Comptroller of the Currency (the “OCC”)OTS, and the Federal Deposit Insurance Corporation (the “FDIC”)Massachusetts Commissioner of Banks) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Except as set forth on Schedule 3.11 of the Company or Disclosure Letter, neither the Company nor any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1December 31, 20042006, a recipient of any supervisory letter from, or since January 1December 31, 20042006, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiariesSubsidiaries. (c) Except as set forth on Schedule 3.10(c) No Governmental Authority has advised the Company or any of its Subsidiaries in writing, or to the Knowledge of the Company, orally, that it will issue any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission, nor to the Knowledge of the Company Disclosure Schedule, neither the Company nor is there any of its Subsidiaries, has been advised by a Governmental Authority fact or circumstance reasonably apparent that it will issue, or is aware of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) No Except as set forth in the Company SEC Documents filed or furnished prior to the date of this Agreement or as set forth on Schedule 3.11 of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency Governmental Authority or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge Knowledge of the Company, no such litigation, claim, suit, investigation or other proceeding has been threatened and there are no facts which could that are reasonably apparent that would reasonably be expected to give rise to such any litigation, claim, suit, investigation or other proceedingproceeding that would result in a Company Material Adverse Effect. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any cease-and-desist or other order or enforcement action, assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the Office of the Comptroller of the Currency (the “OCC”)FDIC, and the Federal Deposit Insurance Corporation (the “FDIC”)Massachusetts Commissioner of Banks) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Except as set forth on Schedule 3.11 of the Company or Disclosure Schedule, neither the Company nor any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1December 31, 2004, a recipient of any supervisory letter from, or since January 1December 31, 2004, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiariesSubsidiaries. (c) Except as set forth on Schedule 3.10(c) No Governmental Authority has advised the Company or any of its Subsidiaries in writing, or to the Knowledge of the Company, orally, that it will issue any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission, nor to the Knowledge of the Company Disclosure Schedule, neither the Company nor is there any of its Subsidiaries, has been advised by a Governmental Authority fact or circumstance reasonably apparent that it will issue, or is aware of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10(a) of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge Knowledge of the Company, Company (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement or enforcement action with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the Office of the Comptroller of the Currency (the “OCC”), ) and the Federal Deposit Insurance Corporation (the “FDIC”)) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Neither the Company or nor any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 20042013, a recipient of any supervisory letter from, or since January 1, 20042013, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiaries. . (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) ), any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submissionsubmission or enforcement action.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10 of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the Federal Deposit Insurance Corporation (“FDIC”) and the Office of the Comptroller of the Currency (the “OCC”), and the Federal Deposit Insurance Corporation (the “FDIC”)) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Except as set forth on Schedule 3.10 of the Company or Disclosure Schedule, since January 1, 2012, neither the Company nor any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 2004, by a recipient of any supervisory letter from, or since January 1, 2004, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10(a) of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or has been pending at any of its Subsidiariestime in the past three years, and, to the knowledge Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the Office Board of Governors of the Comptroller of the Currency Federal Reserve System (the “OCCFRB”), and the Federal Deposit Insurance Corporation (the “FDIC”)) and the OCC) or the supervision or regulation of the Company or any Company. Except as set forth on Schedule 3.10(b) of its Subsidiaries. Nor has the Company or any of its Subsidiaries Disclosure Schedule, the Company has not been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 20042014, a recipient of any supervisory letter from, or since January 1, 20042014, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the The Company Disclosure Schedule, neither the Company nor any of its Subsidiaries, has not been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) No litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the Office of the Comptroller of the Currency (the “OCC”), and the Federal Deposit Insurance Corporation (“FDIC”) and the Rhode Island Department of Business Regulation (the “FDICRIDBR”)) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Neither the Company or nor any of its Subsidiaries has been subject to any order or similar directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 20042015, a recipient of any supervisory letter from, or since January 1, 20042015, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10 of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the Federal Deposit Insurance Corporation (“FDIC”) and the Office of the Comptroller of the Currency (the “OCC”), and the Federal Deposit Insurance Corporation (the “FDIC”)) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Except as set forth on Schedule 3.10 of the Company or Disclosure Schedule, neither the Company nor any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 20042012, a recipient of any supervisory letter from, or since January 1, 20042012, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10(a) of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge Knowledge of the Company, Company (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement or enforcement action with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the Office of the Comptroller of the Currency (the “OCC”), ) and the Federal Deposit Insurance Corporation (the “FDIC”)) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Neither the Company or nor any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 20042013, a recipient of any supervisory letter from, or since January 1, 20042013, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) ), any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submissionsubmission or enforcement action.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10(a) of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the Office Division of Financial Institutions of the Comptroller Ohio Department of the Currency Commerce (the “OCCOhio Division”), ) and the Federal Deposit Insurance Corporation (the “FDIC”)) FDIC or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Except as set forth on Schedule 3.10(b) of the Company or Disclosure Schedule, since January 1, 2010 neither the Company nor any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 2004, a recipient of any supervisory letter from, or since January 1, 2004, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure ScheduleSince January 1, 2010, neither the Company nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) ), any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. Except as Previously Disclosed, (a1) No no litigation, claim, suit, investigation proceeding or other proceeding controversy ("Litigation") before any court, governmental agency arbitrator, mediator or arbitrator Regulatory Authority (as hereinafter defined) is pending against the Company or any of its Subsidiariesthe Company Subsidiaries which, individually or in the aggregate, has or is reasonably likely to have a Material Adverse Effect on the Company, and, to the knowledge of the Company's knowledge, no such litigation, claim, suit, investigation or other proceeding Litigation has been threatened and there are no facts which could reasonably give rise to such litigation, claim, suit, investigation or other proceeding. threatened; (b2) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither the Company nor any of its the Company Subsidiaries nor any of their respective or properties is a party to or is subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition understanding or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority federal, state, local, municipal or foreign governmental agency or authority or Self-Regulatory Body (the "Regulatory Authorities") charged with the supervision or regulation of financial institutions broker-dealers, securities underwriting or issuers of securities trading, stock exchanges, commodities exchanges, investment companies, investment advisers or engaged in the insurance of deposits agents and brokers (including, including without limitation, the FRBSEC, the Office Board of Governors of the Comptroller of the Currency Federal Reserve System (the “OCC”"Federal Reserve Board"), , the NYSE, the NASD, the American Stock Exchange, Inc., the MSRB, and the Federal Deposit Insurance Corporation (the “FDIC”)Trade Commission) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has the Company or any of its Subsidiaries been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 2004, a recipient of any supervisory letter from, or since January 1, 2004, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiaries. Subsidiaries; and (c3) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries, the Company Subsidiaries has been advised by a Governmental any such Regulatory Authority that it will issue, or is aware of any facts which could give rise to the issuance by any Governmental Authority or is aware that such Governmental Regulatory Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of or understanding, supervisory letter, commitment letter, condition letter or similar submission. Previously Disclosed is a true and complete list, as of the date hereof, of all Litigation pending or threatened relating to the Company or any of the Company Subsidiaries or arising out of any state of facts relating to the sale of investment products by the Company, the Company Subsidiaries or any employees thereof or any Independent Contractor (including without limitation, equity or debt securities, mutual funds, insurance contracts, annuities, partnership and limited partnership interests, interests in real estate, investment banking services, securities underwritings in which the Company or any Company Subsidiary was a manager, co-manager, syndicate member or distributor, Derivatives Contracts (as hereinafter defined) or structured notes).

Litigation; Regulatory Action. (a) No litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company ORRF or any of its Subsidiaries, Subsidiaries and, to the knowledge Knowledge of the CompanyORRF, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither the Company Neither ORRF nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits or the supervision or regulation of ORRF or any of its Subsidiaries (including, without limitation, the FRB, the Office of the Comptroller of the Currency (the “OCC”FRB and DOBS), and the Federal Deposit Insurance Corporation (the “FDIC”)) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has the Company or Neither ORRF nor any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 20042023, a recipient of any supervisory letter from, or since January 1, 20042023, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated bank banks or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither the Company Neither ORRF nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) No litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge of the Company, no such litigation, claim, suit, investigation or other proceeding has been threatened and there are no facts which could reasonably give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the Office of the Comptroller of the Currency (the “"OCC”"), and the Federal Deposit Insurance Corporation (the “"FDIC”")) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has the Company or any of its Subsidiaries been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 2004, a recipient of any supervisory letter from, or since January 1, 2004, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries, has been advised by a Governmental Authority that it will issue, or is aware of any facts which could give rise to the issuance by any Governmental Authority or is aware that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10 of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge of the Company, no such litigation, claim, suit, investigation or other proceeding has been threatened and there are no facts which could reasonably give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the Office of the Comptroller of the Currency Federal Deposit Insurance Corporation (the “OCCFDIC”), and the Federal Deposit Insurance Corporation (the “FDIC”)Maine Superintendent of Banks) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Except as set forth on Schedule 3.10 of the Company or Disclosure Schedule, neither the Company nor any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 20042003, a recipient of any supervisory letter from, or since January 1, 20042003, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries, has been advised by a Governmental Authority that it will issue, or is aware of any facts which could give rise to the issuance by any Governmental Authority or is aware that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10(a) of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its SubsidiariesSubsidiaries or has been pending at any time in the past three years, and, to the knowledge Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the Federal Deposit Insurance Corporation (“FDIC”) and the Office of the Comptroller of the Currency (the “OCC”), and the Federal Deposit Insurance Corporation (the “FDIC”)) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Neither the Company or nor any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 20042015, a recipient of any supervisory letter from, or since January 1, 20042015, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10 of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge of the Company, no such litigation, claim, suit, investigation or other proceeding has been threatened and there are no facts which could reasonably give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) 3.10 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the Office of the Comptroller of the Currency Federal Deposit Insurance Corporation (the “OCCFDIC”), and the Federal Deposit Insurance Corporation (the “FDIC”)Maine Superintendent of Banks) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Neither the Company or nor any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 20042005, a recipient of any supervisory letter from, or since January 1, 20042005, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries, has been advised by a Governmental Authority that it will issue, or is aware of any facts which could give rise to the issuance by any Governmental Authority or is aware that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) No Except as set forth in the Company SEC Documents filed or furnished prior to the date of this Agreement (excluding any disclosures set forth in any “risk factor” section thereof) or as set forth on Schedule 3.11 of the Company Disclosure Letter, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency Governmental Authority or arbitrator is pending against the Company or any of its Subsidiaries (or, to the Knowledge of the Company, any of the current or former directors or executive officers of the Company and its Subsidiaries, to the extent related to or affecting the business of the Company or any of its Subsidiaries), and, to the knowledge Knowledge of the Company, no such litigation, claim, suit, investigation or other proceeding has been threatened and there are no facts which could that are reasonably apparent that would reasonably be expected to give rise to such any litigation, claim, suit, investigation or other proceedingproceeding that would result in a Company Material Adverse Effect. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any cease-and-desist or other order or enforcement action, assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the Office of FDIC, the Comptroller of the Currency (the “OCC”)OTS, and the Federal Deposit Insurance Corporation (the “FDIC”)Massachusetts Commissioner of Banks) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Except as set forth on Schedule 3.11 of the Company or Disclosure Letter, neither the Company nor any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1December 31, 20042006, a recipient of any supervisory letter from, or since January 1December 31, 20042006, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiariesSubsidiaries. (c) Except as set forth on Schedule 3.10(c) No Governmental Authority has advised the Company or any of its Subsidiaries in writing, or to the Knowledge of the Company, orally, that it will issue any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission, nor to the Knowledge of the Company Disclosure Schedule, neither the Company nor is there any of its Subsidiaries, has been advised by a Governmental Authority fact or circumstance reasonably apparent that it will issue, or is aware of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10(a) of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the Office of the Comptroller of the Currency Federal Deposit Insurance Corporation (the “OCCFDIC”), and the Federal Deposit Insurance Corporation (the “FDIC”)New Hampshire Banking Department) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Neither the Company or nor any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 20042021, a recipient of any supervisory letter from, or since January 1, 20042021, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10(a) of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its SubsidiariesSubsidiaries or has been pending at any time in the past three years, and, to the knowledge Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the Office of the Comptroller of the Currency (the “OCC”), and the Federal Deposit Insurance Corporation (“FDIC”) and the Maryland Office of the Commissioner of Financial Regulation (the “FDICMOCFR”)) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Neither the Company or nor any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January April 1, 20042015, a recipient of any supervisory letter from, or since January April 1, 20042015, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.